Exhibit
10.6


 





 


 


 


 


 


October 10, 2003


 


PublicFilmworks


14749 Oxnard Street


Van Nuys, CA 91411


Attention: Tom Szabo, Corbin Bernsen,


Shaun Edwards


 


Re:          “ULTIMATE 18” (wt)


 


Dear Gentlemen,


 


The following sets forth the material terms of the
agreement (“Agreement”) between PublicFilmworks (“PFW”) and Stone Stanley
Entertainment (“SSE”) with respect to the development, production, distribution
and other exploitation of a television series (“Series”) currently referred to
as “Ultimate 18” (wt) based on an idea pitched to SSE by PFW (“Property”):


 


1.               RIGHTS: All motion
picture, television, allied, and ancillary rights in and to the Property, in
all broadcast and non-broadcast media, now known or hereafter developed, in all
languages, including, without limitation, the Internet (as more fully set forth
below), interactive and merchandising (“Rights”).


 


                
A. Internet
Rights:  Limited to those rights
necessary for promotion of the Series. 
PFW shall retain all other Internet rights.  All websites maintained by PFW, SSE and/or Licensee shall display
prominent links on home pages to each other. 
Parties will negotiate in good faith SSE’s profit participation in any
Internet site.


 


2.               TERRITORY:  Worldwide in all media now known or
hereafter devised (the “Territory”).


 


3.               TERM:


 


A. Initial Term:  For good and valuable consideration, PFW
grants to SSE an initial term of six (6) months from full execution of the
Agreement (“Initial Term”) to secure a development and/or production deal
(“Production Deal”) with a third party network, broadcaster, distributor and/or
financier (collectively “Licensee”).  In
the event that SSE


 


 


1040 N. Las Palmas Ave.,
Bldg. 1 · Los Angeles, CA 90038 · Ph
(323) 960-2599 · Fx (323) 860-3541


 

















 


 


 


enters into a Production
Deal with a Licensee during the Initial Term, the Initial Term shall be
automatically extended through the term of the Production Deal (“Term”).


 


B.  Turnaround:  In the event that a Production Deal is secured, but a Series is
not produced, SSE shall have twelve (12) months from expiration of the
Production Deal to secure another Production Deal.


 


4.               DEVELOPMENT DURING TERM:  SSE will,
during the Initial Term, engage in customary development and pre-production
activities in connection with the Property. 
Such activities may include developing with PFW treatments, bibles,
rundowns, pitch material, screening and meeting with writers, directors, and/or
actors.  All of the results and proceeds
of any such activities shall at all times be the sole and exclusive property of
SSE whether or not the Property is purchased.


 


5.               EXECUTIVE PRODUCER SERVICES: 
Services of Szabo, Bernsen and Edwards as producers shall be
non-exclusive, first priority and rendered on a full time basis during Series
production.  No other outside services
to materially interfere.


 


6.               FEES:  PFW shall
receive an amount equal to the fee received by executive producers, Scott A.
Stone and David G. Stanley, for each original episode (including presentation
and/or pilot).  Fees in subsequent
seasons shall increase on a most-favored nations basis with Scott A. Stone and
David G. Stanley with a floor of 5% on a cumulative basis.


 


7.               CONTINGENT COMPENSATION:


 


A.           SSE shall pay to PFW an amount equal to
Fifty Percent (50%) of One Hundred Percent (100%) of SSE’s share of “Net
Proceeds” received by SSE from all sources for the distribution or exploitation
of the Series (including the pilot), excluding monies received from the
Licensee for the initial production of the pilot and Series episodes (e.g.
license fee, production costs, executive producer fees, revenue derived from
fee spots, and so-called production savings or underages, etc.); reducible by
all third party participants “off the top.”


 


B.             “Net Proceeds” shall be computed,
determined and paid pursuant to SSE’s standard net proceeds definition, the
terms of which shall be negotiated in good faith, after deduction of an
overhead charge in an amount equal to ten percent (10%) of either:  (A) the license fee paid by Licensee for
production of the Series (including the pilot) if produced by SSE or an
affiliate of SSE on a license fee basis; or (B) actual production costs if
produced by:  (i) Licensee, (ii) SSE or
SSE affiliate on an up-to or auditable basis, or (iii) an unaffiliated third
party.


 


8.               CREDIT:  On all episodes
produced hereunder including the pilot, Tom Szabo, Corbin Bernsen and Shaun
Edwards shall receive executive producer credits on a shared card equal to all
other executive producers.  PFW shall
receive a production company credit. 
All credits are subject to Licensee approval and any guild and/or union
restrictions.


 


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9.               CONTROLS:  As between
SSE and PFW, SSE shall have all creative, financial and business control and
shall make all final decisions.  PFW
shall approve pitch meetings and shall be consulted on selection of Licensee
and on all creative matters.


 


10.         COPYRIGHTS:  As between
SSE and PFW, SSE shall own and control the copyrights to the pilot and Series,
and SSE shall have the unrestricted ability to authorize unlimited distribution
of the Series world wide, in perpetuity, with unlimited exhibitions, without
additional fees due to PFW-except Contingent Compensation as set forth above.


 


11.         REPRESENTATIONS AND WARRANTIES: 
PFW represents warrants and agrees that: (i) they control all rights in
and to the Property necessary for the execution and effectuation of this
Agreement; (ii) they have the sole right and authority to enter into this
agreement and to grant all of the rights, titles, interests and benefits
licensed and granted hereunder.  PFW
grants SSE the right to use the title in connection with this Agreement.


 


12.         INDEMNITY: PFW hereby agrees to defend and indemnify SSE, SSE’s
successors, licensees and assigns, and the respective officers, directors,
agents and employees of each of the foregoing, from and against any claims,
costs, expenses, losses or damages (including reasonable attorneys’ fees)
occasioned by or arising out of a breach of any representation, warranty or
agreement made by PFW herein. SSE similarly agrees to defend and indemnify PFW
for any breach of any representation, warranty or agreement made by SSE herein
in connection with the development, production, distribution, or other
exploitation of the Series or any element thereof not subject to PFW’s
indemnity above.  The sole right of PFW
for any breach hereof by SSE shall be the recovery of monetary damages; in no
event may PFW seek or obtain injunctive or other equitable relief.


 


13.         NAME & LIKENESS: Use of Robert Trent Jones’ (“Jones”) name and all
related intellectual property rights in connection with the Series.  Use of Bernsen and/or Jones’ on camera
services requires separate AFTRA fees to be paid by SSE , such fees shall be
negotiated in good faith within budgetary parameters and prior quotes of
Bernsen and/or Jones, if any.


 


14.         ASSIGNMENT: PFW agrees
that SSE and its assignees shall have the right to assign this Agreement, in
whole or in part, at any time to any financially responsible party which
assumes in writing all of SSE’s executory obligations hereunder.  This Agreement and PFW’s rights and
obligations hereunder will not be assignable by PFW and any purported
assignment thereof will be null and void from the making thereof, with the
exception of PFW’s rights to assign this Agreement to a loan-out provided that
PFW execute any documents SSE deems necessary to preserve the rights and
obligations contained herein.


 


15.         MISCELLANEOUS:  PFW will furnish consulting services of
Jones and use best efforts to deliver “A” list celebrity talent.  Parties will discuss allocation of product
placement revenue received, if any.


 


16.         CHOICE OF LAW: The parties hereto expressly consent and submit to
the jurisdiction and venue of any court within the State of California, and
agree to accept service of process outside the State of California in any
matter to be submitted to any such court pursuant 


 


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                        hereto. 
This Agreement shall be construed in accordance with the laws of the
State of California.


 


The parties hereto may
contemplate the execution of a more formal document, unless and until said
document is executed, this agreement constitutes a binding agreement between
the parties.


 


 


AGREED TO AND ACCEPTED:


 


	
  PUBLICFILMWORKS

  	
   

  	
  STONE STANLEY ENTERTAINMENT

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:  /s/
  THOMAS SZABO

  	
   

  	
   

  	
  By:  /s/
  DAVID STANLEY

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Its:  CEO

  	
   

  	
   

  	
  Its:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
    19 Nov.

  	
  , 2003

  	
   

  	
   

  	
  Date:

  	
    19 Nov.

  	
  , 2003

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ TOM SZABO

  	
   

  	
   

  	
   

  	
   

  
	
  TOM SZABO

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
    19 Nov.

  	
  , 2003

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ CORBIN BERNSEN

  	
   

  	
   

  	
   

  	
   

  
	
  CORBIN BERNSEN

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
    19 Nov.

  	
  , 2003

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ SHAUN EDWARDES

  	
   

  	
   

  	
   

  	
   

  
	
  SHAUN EDWARDES

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
    19 Nov.

  	
  , 2003

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
											



 


 


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